Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Stigers Thomas

(Last)

(First)

(Middle)

1000 ABERNATHY ROAD NE

SUITE 125

(Street)

ATLANTA

30328

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
WestRock Co [ WRK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, Mill Operations

3. Date of Earliest Transaction (Month/Day/Year)
07/05/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/05/2024		D		103,140⁽¹⁾	D	⁽²⁾	0	D
Common Stock	07/05/2024		D		25,835.9⁽¹⁾	D	⁽³⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee option (right to buy)	$56.05	07/05/2024		D			7,014	08/05/2015	01/30/2025	Common Stock	7,014	⁽⁴⁾⁽⁵⁾	0	D
Employee option (right to buy)	$57.97	07/05/2024		D			1,151	03/09/2015	01/30/2025	Common Stock	1,151	⁽⁴⁾⁽⁵⁾	0	D

Explanation of Responses:

1. Includes dividend reinvestments or dividend equivalents, as applicable, exempt from Section 16 that were credited since the Reporting Person's most recent Form 4.

2. Pursuant to the Transaction Agreement, dated as of September 12, 2023, by and among the Issuer, Smurfit Kappa Group plc, Smurfit Westrock plc (formerly known as Smurfit WestRock Limited, "Smurfit Westrock"), and Sun Merger Sub, LLC (the "Transaction Agreement"), at the Merger Effective Time (as defined in the Transaction Agreement), each share of the Issuer's common stock held by the Reporting Person was cancelled and automatically converted into the right to receive, without interest and less applicable withholding taxes, one ordinary share of Smurfit Westrock and $5.00 in cash.

3. Pursuant to the Transaction Agreement, at the Merger Effective Time, each outstanding award of time-based restricted stock units ("RSUs") of the Issuer ("Issuer RSUs") held by the Reporting Person was assumed by Smurfit Westrock and converted into (a) an award of time-based RSUs corresponding to the number of ordinary shares of Smurfit Westrock (rounded down to the nearest whole number of ordinary shares) equal to the number of shares of the Issuer's common stock subject to such Issuer RSUs as of immediately prior to the Merger Effective Time, and (b) an unvested $5 cash award with respect to each such Issuer RSU. Each award in (a) and (b) will be subject to the same terms and conditions (including vesting schedules) as applied to the Issuer RSUs immediately prior to the Merger Effective Time.

4. Pursuant to the Transaction Agreement, at the Merger Effective Time, each option to purchase shares of Issuer common stock ("Issuer Option") held by the Reporting Person was assumed by Smurfit Westrock and converted into an option ("Smurfit Westrock Option") to acquire (a) that number of whole ordinary shares of Smurfit Westrock (rounded down to the nearest whole number of ordinary shares) equal to the product obtained by multiplying (i) the number of shares of Issuer common stock subject to such Issuer Option by (ii) the Equity Award Exchange Ratio (as defined in the Transaction Agreement), (b) at an exercise price per ordinary share of Smurfit Westrock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (i) the exercise price per share of Issuer common stock subject to such Issuer Option by (ii) the Equity Award Exchange Ratio.

5. Each Smurfit Westrock Option will continue to have, and be subject to, the same terms and conditions as applied to the corresponding Issuer Option immediately prior to the Merger Effective Time.

	Steph W. Bignon (attorney-in-fact pursuant to power of attorney previously filed with the SEC)	07/08/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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